JTEKT India Limited — Proxy Solicitation & Information Statement 2024

Sep 12, 2024

12[th] September, 2024

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The BSE Limited National Stock Exchange of India Ltd. Department of Corporate Services Exchange Plaza, 5th Floor, Floor 1, New Trading Ring Plot No. C/1, G Block Rotunda Building. P.J. Towers Bandra – Kurla Complex Dalal Street, Fort Bandra (E) Mumbai 400 001. Mumbai 400 051. Scrip Code ‐ 520057 Symbol – JTEKTINDIA; Series – EQ

Sub: Postal Ballot Notice.

Dear Sir,

In furtherance to our letter dated 27[th] August, 2024, please find enclosed the Notice of Postal Ballot dated 27[th] August, 2024 (the ‘Notice’) together with the Explanatory Statement for seeking approval of Members of the Company by way of Ordinary Resolution for ‘appointment of Mr. Deepak Thukral as Director of the Company’ .

In accordance with the requirements, the said Notice is being sent electronically to those Members whose names appear in the Register of Members/ List of Beneficial Owners as on Tuesday, the 10[th] September, 2024 (‘cut-off date’) and whose e-mail IDs are registered with Kfin Technologies Limited (‘KFIN’), the Registrar & Share Transfer Agent of the Company or the Depository Participant(s).

The remote e-voting period shall commence on Tuesday, the 17[th] September, 2024 at 09:00 a.m. and conclude on Wednesday, the 16[th] October, 2024 at 05:00 p.m. The results of the remote e-voting shall be declared within two working days of the conclusion of the remote e-voting i.e. Friday, the 18[th] October, 2024.

The copy of the said Notice is also being uploaded on the website of the Company i.e. www.jtekt.co.in and of KFIN i.e. https://evoting.kfintech.com.

Kindly take the same on records.

Thanking you,

Yours faithfully, For JTEKT India Limited

SAURABH AGRAWAL Digitally signed by SAURABH AGRAWAL DN: c=IN, st=Delhi, 2.5.4.20=4bf6d3b3e90e7e7d0e51e4636f18879c7fc8b38fc8948b782c68a5eee8699be0, postalCode=110096, street=East Delhi, pseudonym=ebdbe87aac4be292a2a7be06dee8be34, serialNumber=6ab12d5d0376186d5b96ff342a153388b2961342bdb7ea88e32324b6fce266b5, o=Personal, cn=SAURABH AGRAWAL Date: 2024.09.12 12:14:56 +05'30'

Saurabh Agrawal Company Secretary

Regd.Office : UGF-6, Indra Prakash, 21, Barakhamba Road, New Delhi – 110 001, India. Tel : +91 11 23311924 / 2332 7205 CIN : L29113DL1984PLC018415, Website : www.jtekt.co.in Email : investorgrievance@jtekt.co.in

Works : 38/6, Delhi-Jaipur Road, NH-48. Gurugram – 122 001, Haryana, India. Tel : +91 124 468 5000

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JTEKT INDIA LIMITED

(CIN : L29113DL1984PLC018415) Regd.Office : UGF-6, Indraprakash 21, Barakhamba Road, New Delhi 110 001. Tel.No. – 011-23311924, 23327205 Email – investorgrievance@jtekt.co.in, Website – www.jtekt.co.in

____________

POSTAL BALLOT NOTICE

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

To

The Members of JTEKT India Limited (the “ Company ”)

Notice is hereby given that the resolution set out below is proposed for approval by the members of JTEKT India Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“evoting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolution proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations and circulars issued thereunder is also attached.

SPECIAL BUSINESS

Resolution No. 1

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to provisions of Sections 152, 160 of the Companies Act 2013 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’), the Companies (Appointment and Qualification of Directors) Rules, 2014 (including the rules, notifications, circulars, guidelines etc. issued thereunder), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the other applicable provisions, if any, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof) for the time being in force, Mr. Deepak Thukral (DIN: 10742586), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 1[st] September, 2024, in terms of Section 161(1) of the Act and Article 97 of the Articles of Association of the Company and who is eligible for appointment as a Director and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, proposing

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his candidature for the office of Director, be and is hereby appointed as a Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, desirable or expedient to give effect to this resolution.”

By Order of the Board

Place : Registered Office: UGF-6, Indraprakash 21, Barakhamba Road New Delhi 110 001. Dated : 27[th] August, 2024

Saurabh Agrawal Company Secretary [Membership No. – A36163]

NOTES:

• 1) The Explanatory Statement pursuant to the provisions of Section 102 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the rules framed thereunder pertaining to the said Resolution, setting out the material facts and reasons thereof, is appended hereto and forms part of this Postal Ballot Notice (“Notice”).

• 2) In accordance with the MCA Circulars, this Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members/Register of Beneficial Owners maintained by National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (“the Depositories”) as on Tuesday, 10[th] September, 2024 (“cut-off date”) and whose e-mail address is registered with the Company / Company’s Registrar and Transfer Agent / Depositories, as on said date.

Physical Copy of this Notice along with Postal Ballot form and pre-paid business envelope are not being sent to any Member in accordance with the requirements specified under the MCA Circulars.

• 3) The Members of the Company whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories as on Tuesday, 10[th] September, 2024 (including those Members who may not have received this Notice due to non-registration of the email address with the Company/Depository Participant(s) / Company’s Registrar and Transfer Agent), shall be entitled to vote by remote e-voting on the proposed Resolution specified in this Notice.

• 4) The Company’s Registrar and Transfer Agent for its share registry (both physical as well as electronic) is KFin Technologies Limited (“KFintech” or “RTA”) having its registered office at Selenium Building, Tower-B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana – 500 032, Unit: JTEKT India Limited.

• 5) This Notice will also be available on the Company’s website (www.jtekt.co.in), websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and on the website of KFintech (agency for providing the remote e-voting facility - https://evoting.kfintech.com).

• 6) All the relevant documents referred to in this Notice and Explanatory Statement are also available for inspection by the Members from the date of circulation of this Notice until the last date of remote e- voting. Members seeking to inspect such documents can send an email request at investorgrievance@jtekt.co.in from the registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID.

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• 7) In terms of MCA Circulars, Members would be able to cast their votes and convey their assent or dissent to the proposed Resolution only through remote e-voting process.

• 8) Pursuant to Sections 108, 110 and other applicable provisions of the Act and the rules made thereunder, MCA Circulars and Regulation 44 of the SEBI Listing Regulations read with SEBI Master Circular dated July 11, 2023 (“SEBI Master Circular”) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, the Company has provided the facility to the Members to exercise their right to vote on the proposed Resolution set forth in this Notice electronically, through the e-voting platform provided by KFintech. The instructions for remote e-voting are provided as a part of this Notice, which the Members are requested to read carefully before casting their vote.

• 9) Members holding shares in dematerialised mode are requested to register/update their Permanent Account Number (“PAN”), e-mail address, mobile number and bank account details (bank name & branch, bank account number and IFSC code) [“KYC details”] with the relevant Depository Participant(s). Members holding shares in physical form are requested to register/update their KYC details including email address by submitting duly filled and signed Form ISR-1 to Company’s RTA along with the copy of the share certificate (front and back), self-attested copy of the PAN card and such other documents as prescribed in the Form. KYC Forms are available on the website of the Company and RTA / Company.

• 10) The remote e-voting period commences at 9:00 a.m. (IST) on Tuesday, 17[th] September, 2024 and ends at 5:00 p.m. (IST) on Wednesday, 16[th] October, 2024 . The remote e-voting shall not be allowed beyond the said date and time. During this period, Members of the Company, holding shares either in physical form or in dematerialised form as on Tuesday, 10[th] September, 2024 (‘cut-off date’) , may cast their vote electronically in the manner and process as set out in this Notice. The remote e-voting module shall be disabled by KFintech for voting thereafter.

• 11) The Company has appointed Ms. Pooja Jain, Practicing Company Secretary (Membership No. F11719) or failing her Mr. Saurabh Agrawal, Practicing Company Secretary (Membership No. F5430), as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and who shall after completion of the same, submit the scrutinizer report to the Chairman of the Company (the “Chairman”) or any other person authorized by the Chairman, and thereafter the result of the voting by Postal Ballot will be announced within two working days from the conclusion of the e-voting and shall also be made available on the website of the Company at www.jtekt.co.in as well as on KFintech at https://evoting.kfintech.com. These results will also be submitted to Stock Exchange(s) i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE").

• 12) Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently or cast vote again.

• 13) The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on cut-off date i.e. Tuesday, 10[th] September, 2024. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

• 14) Resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same has been passed at a general meeting of the Members.

• 15) The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting, i.e., Wednesday, 16[th] October, 2024 .

• 16) A person who becomes a Member after the cut-off date should treat this Notice for information purpose only.

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• 17) The manner of e-voting by (a) Individual shareholders holding shares of the Company in Demat mode, (b) Shareholders other than individuals holding shares of the Company in Demat mode, (c) Shareholders holding shares of the Company in physical mode, and (d) Shareholders who have not registered their email address, is explained in the instructions given herein below:

Information and Instructions relating to e-Voting

I(A) Information and Instructions for e-Voting by Individual Shareholders Holding Shares of the Company in Demat Mode:

As per the SEBI Master Circular dated July 11, 2023, all “individual shareholders holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Particpant(s). The procedure to login and access e-voting, is given below:

Type of Shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1.User already registered for Internet based Demat Account Statement (IDeAS) facility of NSDL: i) Visit URL:https://eservices.nsdl.com ii) Click on the ‘Beneficial Owner’ icon under Login under ‘IDeAS’ section. iii) A new page will open. Enter your User ID and Password for accessing IDeAS. iv) On successful authentication, you will enter your IDeAS service login. Click on ‘Access to e-Voting’ under ‘Value Added Services’ on the panel available on the left hand side. v) Click on ‘Active E-Voting Cycles’ option under E-Voting. vi) You will see Company Name ‘JTEKT India Limited’ on the next screen. Click on the e-Voting link available against JTEKT India Limited or select e-Voting service provider ‘KFintech’ and you will be re-directed to the e-Voting page of KFintech to cast your vote without any further authentication. 2.User not registered for IDeAS e-services facility of NSDL: i) To register click on link :https://eservices.nsdl.com ii) Select ‘Register Online for IDeAS’ or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii) Proceed with completing the required fields. iv) After successful registration, please follow steps given in points 1 above to cast your vote. 3.Alternatively by directly accessing the e-voting website of NSDL: i) Open URL:https://www.evoting.nsdl.com/ ii) Click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section. iii) A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. iv) On successful authentication, you will enter the e-voting module of NSDL. Click on ‘Active E-voting Cycles / VC or OAVMs’ option under E-voting. You will see Company Name: ‘JTEKT India Limited’ on the next screen. Click on the e-voting link available against JTEKT India Limited or select e-voting service provider ‘KFintech’ and you will be re-directed to the e-voting page of KFintech to cast your vote without any further authentication.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing user who have opted for Easi / Easiest facility of CDSL: i) Visit URL:https://web.cdslindia.com/myeasi/home/loginor URL:www.cdslindia.com ii) Click on New System Myeasi / Login to My Easi option under Quick Login iii) Login with your registered user id and password. iv) You will see the Company name ‘JTEKT India Limited’ on the next screen. Click on the e-voting link available against JTEKT India Limited or select e- voting service provider ‘KFintech’ and you will be re-directed to the e-voting page of KFintechto cast yourvote without anyfurtherauthentication.

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2.User not registered for Easi/Easiest facility of CDSL: i) Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration ii) Proceed with completing the required fields. iii) After successful registration, please follow steps given in point 1 above to cast your vote. 3.Alternatively, by directly accessing the e-voting website of CDSL: i) Visit URL:www.cdslindia.com ii) Provide your demat Account Number and PAN. iii) System will authenticate user by sending OTPs on registered Mobile & Email as recorded in the Demat Account. iv) On successful authentication, you will enter in the e-voting module of CDSL. Click on the e-voting link available against JTEKT India Limited or select e- voting service provider ‘KFintech’ and you will be re-directed to the e-voting page of KFintech to cast your vote without any further authentication.

Individual Shareholders login through their demat accounts / Website of Depository Participant

i) You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility. ii) Once logged-in, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-voting feature. iii) Click on options available against company name ‘JTEKT India Limited’ or e- voting service provider – KFintech and you will be redirected to e-voting website of KFintech for casting your vote during the remote e-voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.

For Technical Assistance : Individual Shareholders holding shares in demat mode who need assistance for any technical issues related to login through Depositories i.e. NSDL and CDSL may reach out to below helpdesk:

Login type	Helpdesk details
Securities held with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at022 - 48867000and022 - 24997000
Securities held with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request atevoting@cdslindia.com or contact at toll free no. 1800225533

I(B) Information and Instructions for e-Voting by (i) Members other than Individuals holding shares of the Company in Demat Mode and (ii) All Members Holding Shares of the Company in Physical Mode

(A) Members whose email IDs are registered with the Company / Depository Participant(s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

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• i) Launch internet browser by typing the URL: https://evoting.kfintech.com

• ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e- voting, you can use your existing User ID and password for casting vote. If required, please visit https://evoting.kfintech.com or contact toll-free number 1800-309-4001 from 9:00 a.m. (IST) to 6:00 p.m. (IST) for assistance on your existing password.

• iii) After entering these details appropriately, click on “LOGIN”.

• iv) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the first time. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential .

• v) You need to login again with the new credentials.

• vi) On successful login, the system will prompt you to select EVEN for JTEKT India Limited.

• vii) On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• x) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the Resolution, you will not be allowed to modify your vote. During the e-voting period, Members can login any number of times till they have voted on the Resolution.

• xi) In terms of provisions of Section 113 of the Act, the Institutional Investor / Corporate Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Power of Attorney/ Authority Letter, etc., authorizing its representative on its behalf to cast its vote through remote e- voting together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at fcspoojajain@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_EVEN”. The Institutional Investor / Corporate Members (i.e. other than Individuals, HUF, NRI, etc.) can also upload their Board Resolution/Power of Attorney/ Authority Letter, etc. by clicking on “Upload Board Resolution/ Authority Letter” displayed under E-Voting tab in their login.

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• (B) Member whose e-mail address is not registered / updated with the Company / KFintech / Depository Participant(s), please follow the following steps to generate your login credentials:

• a) Members holding shares in physical mode:

  • Members holding shares in physical mode, who have not registered / updated their e- mail address with the Company, are requested to register / update the same by sending an e-mail request along with duly signed Form ISR-1 and other relevant documents to KFintech at einward.ris@kfintech.com.

Form ISR-1 and other KYC Forms are hosted on the website of the Company at https://jtekt.co.in/KYC-Updation-Documents.aspx.

• b) Members holding shares in dematerialized form:

• Members holding shares in dematerialized form are requested to submit / update their KYC details with their respective Depository Participant(s) with whom they are maintaining demat accounts. Any such changes effected by the Depository Participant(s) will automatically reflect in the RTA / Company’s subsequent records.

• c) After due verification, the Company / KFintech will forward your login credentials to your registered e-mail address.

• d) Follow the instructions given above to cast your vote.

II. Any Member who has forgotten the User ID and Password, may obtain / generate / retrieve the same from KFintech in the manner as mentioned below:

• a) If email address or mobile number of the Member is registered against Folio No. /DP ID Client ID, then on the home page of https://evoting.kfintech.com, the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate password.

• b) Member may call on KFintech’s toll-free number 1800-309-4001 from 9:00 a.m. IST to 6:00 p.m. IST.

• c) Member may send an e-mail request to evoting@kfintech.com. After due verification of the request, User ID and password will be sent to the Member.

• d) If the Member is already registered with KFintech’s e-voting platform, then he/she/it can use his/her/its existing password for logging-in.

• III. In case of any query relating to e-voting you may refer to the “Help” and “FAQs” sections / E- voting user manual available through a dropdown menu in the “Downloads” section of KFintech’s website for e-voting: https://evoting.kfintech.com or send a request at evoting@kfintech.com or contact Mr. Rajeev Kumar, Manager at rajeev.kr@kfintech.com.

Explanatory Statement as required under Section 102 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, setting out all material facts relating to the business proposed to be transacted under Resolution No. 1 of the accompanying Postal Ballot Notice

Keeping in view the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Mr. Deepak Thukral (DIN 10742586) as an Additional Director of the Company effective from 1[st] September, 2024 pursuant to Article 97 of the Articles of Association of the Company.

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In terms of the provisions of Section 161 of the Companies Act, 2013, as an Additional Director, Mr. Deepak Thukral holds office of Director only up to the date of ensuing Annual General Meeting of the Company and is eligible for being appointed as Director.

As per Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to take approval of shareholders for appointment of a person on the Board of Directors at the next General Meeting or within a period of three months from the date of appointment, whichever is earlier, through an Ordinary Resolution.

As required by Section 160 of the Companies Act, 2013, a notice has been received proposing the appointment of Mr. Deepak Thukral as Director of the Company. Keeping in view of Mr. Deepak Thukral’s rich experience and knowledge, the Board considers it desirable that the Company should avail the benefits of his expertise.

Mr. Deepak Thukral does not hold any Equity Shares of the Company. Mr. Deepak Thukral is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and has given his consent to act as Director.

Except Mr. Deepak Thukral, being the appointee, none of the Directors and/or Key Managerial Personnel of the Company and their relatives is in any way, concerned or interested financially or otherwise in the resolution pertaining to his appointment set out at Item No. 1 of the accompanying Postal Ballot Notice for approval of the members.

This Explanatory Statement together with the accompanying Notice may also be regarded as a disclosure under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, a brief resume and other details of Mr. Deepak Thukral are provided below:

(a) Brief resume of the director Mr. Deepak Thukral (DIN 10742586), aged 57 years, is a including age and qualification. seasoned professional with over 30 years of diverse experience at Maruti Suzuki India Limited (MSIL). He holds a strong academic background with a Bachelor's degree in Mechanical Engineering from NIT Warangal and Post-Graduation - MBA from FMS Delhi.

Throughout his career, Mr. Thukral has excelled in various pivotal roles within MSIL, including Vendor Development, Incoming Quality, Parts, Accessories, Warehouse & Logistics. His leadership extends beyond the corporate realm, having served as Chairman of ITI Chandigarh. Recognized for his exemplary contributions, Mr. Thukral has received prestigious awards such as "Supply Chain Person of the Year" at the 9th India Supply Chain Thought Leadership Summit and Awards by the Institute of Supply Chain Management. He was also honoured as one of "India’s Impactful Supply Chain Leaders 2024" by ET Now.

Currently, Mr. Thukral leads the Supply Chain team at Maruti Suzuki India Limited, where he continues to drive innovation and excellence in logistics and operations.

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(b)	Nature of his expertise in specific functional areas	Mr. Deepak Thukral is a professional and possesses rich experience in various corporate disciplines especially Supply Chain, Risk Management, Cost Control / Cost Management, Logistics and Operations.
(c)	Disclosure of relationships between directors and key managerial personnel inter-se	Except Mr. Deepak Thukral, being the appointee, none of the Directors and/or Key Managerial Personnel of the Company and their relatives is in any way, concerned or interested financially or otherwise in the resolution pertaining to his appointment.
(d)	Names of listed entities in which the person also holds the directorship and the membership of Committees of the board	Mr. Deepak Thukral does not hold the directorship and membership of the Committees of the Board of Directors in any other listed company in India.
(e)	Shareholding of director in company	Mr. Deepak Thukral does not hold any Equity Shares of the Company.
(f)	Terms and conditions of appointment or re-appointment	As per present terms of appointment and pursuant to Section 152 and Articles of Association of the Company, Mr. Deepak Thukral shall be Non-Executive Director who shall not be entitled to the remuneration. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Deepak Thukral office is liable to determination by retirement of directors by rotation and being eligible, offers himself for re-appointment.
(g)	The number of Meetings of the Board attended during the year	Since Mr. Deepak Thukral was appointed as an Additional Director effective from 1stSeptember, 2024, therefore, he was not entitled to attend any meeting of the Board of Directors of the Company held in FY 2024-25.
(h)	Membership / Chairmanship of Committees of other Boards	Nil
(i)	Listed entities from which the Director has resigned in the past three years	Nil
(j)	Remuneration proposed to be paid	Nil
(k)	Remuneration last drawn.	Not Applicable
(l)	Date of first appointment to the Board	1stSeptember, 2024

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(m) Skills and capabilities required for Mr. Deepak Thukral possesses appropriate education, the role and the manner in which experience, knowledge and capabilities required for the role of the director meets such a Director of the Company. He also possesses appropriate requirements skills, expertise and competencies in the context of the Company’s business, particularly in the areas of Supply Chain, Risk Management, Cost Control / Cost Management, Logistics and Operations. Considering Mr. Thukral’s diverse experience, professional competence and extensive knowledge, his induction on the Board will be in the overall interest of the Company.

The resolution is accordingly recommended for members’ approval. By Order of the Board Place : Registered Office: UGF-6, Indraprakash 21, Barakhamba Road Saurabh Agrawal New Delhi 110 001. Company Secretary Dated : 27[th] August, 2024 [Membership No. – A36163]

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